N.Y. Public Authorities Law § 2437-a: Tax lien collateralized securities

§ 2437-a. Tax lien collateralized securities. (1) The agency or its

tax lien entity shall have the power and is hereby authorized from time

to time to issue its tax lien collateralized securities in such

principal amounts as, in the opinion of the agency, shall be necessary

to provide sufficient funds for the purchase of tax liens, or the

refunding of outstanding securities of the agency or its tax lien

entity, establishment of reserves to secure such tax lien collateralized

securities, payment of letter of credit, bond insurance and other credit

and liquidity support facility fees, premiums, reimbursements and

expenses, fees and expenses of trustees and paying agents and other

financing costs including any accrued costs payable to the New York

state housing finance agency pursuant to any contract entered into under

subdivision twelve of section twenty-four hundred thirty-four of this

title and all other expenditures of the agency or its tax lien entity

incident to and necessary or convenient to the purchase of municipal tax

liens.

(2) Except as may otherwise be expressly provided by the agency, all

tax lien collateralized securities issued by the agency or its tax lien

entity shall be special limited obligations of the agency or its tax

lien entity payable only upon the redemption of the tax liens purchased

or the liquidation of the related real estate parcels and other

collateral or credit enhancement agreements pledged to secure such

obligations, subject to any agreements pledging any particular moneys,

assets or revenues, all as may be designated in the proceedings of the

agency under which said tax lien collateralized securities shall be

authorized to be issued.

(3) Tax lien collateralized securities shall be authorized by a

resolution or resolutions of the agency adopted as provided by this

title; provided, however, that any such resolution authorizing the

issuance of such securities may delegate to an officer of the agency the

power to issue such securities from time to time and to fix the details

of any such issues of tax lien collateralized securities by an

appropriate certificate of such authorized officer.

(4) Tax lien collateralized securities shall bear such date or dates,

shall mature at such time or times, shall bear interest at such rate or

rates, shall be of such denominations, shall be in such form, carry such

registration privileges, be executed in such manner, be payable in

lawful money of the United States of America at such place or places

within or without the state, be subject to such terms of redemption

prior to maturity and have such other terms as may be provided by such

resolution or resolutions or such certificate with respect to such

securities, as the case may be.

(5) Any tax lien collateralized security of the agency or its tax lien

entity may be sold at public or private sale and from time to time upon

such terms and at such prices as may be determined by the agency, and

the agency may pay all expenses, premiums and commissions which it may

deem necessary or advantageous in connection with the issuance and sale

thereof.

(6) Whether or not tax lien collateralized securities are of such form

and character as to be negotiable instruments under the terms of the

uniform commercial code, tax lien collateralized securities are hereby

made negotiable instruments within the meaning of and for all the

purposes of the uniform commercial code, subject only to the provisions

of the tax lien collateralized securities for registration.

(7) Any resolution or resolutions authorizing any tax lien

collateralized securities of the agency or of its tax lien entity may

contain provisions which may be a part of the contract with the holders

of securities, as to: (i) pledging or creating a lien, to the extent

provided by such resolution or resolutions, on all or any part of any

moneys or assets of the agency and its tax lien entity or of any moneys

held in trust or otherwise by others for the payment of such securities;

(ii) otherwise providing for the custody, collection, securing,

investment and payment of any moneys of the agency; (iii) the setting

aside of reserves or sinking funds and the regulation or disposition

thereof; (iv) limitations on the purpose to which the proceeds of sale

of any issue of securities then or thereafter to be issued may be

applied; (v) limitations on the issuance of additional securities, the

terms upon which additional securities may be issued and secured, and

upon the refunding of outstanding or other securities; (vi) the

procedure, if any, by which the terms of any contract with the holders

of such securities may be amended or abrogated, the amount of such

securities the holders of which must consent thereto and the manner in

which such consent may be given; (vii) the creation of special funds

into which any moneys of the agency may be deposited; (viii) vesting in

a trustee or trustees such properties, rights, powers and duties in

trust as the agency may determine; (ix) defining the acts or omissions

to act which shall constitute a default in the obligations and duties of

the agency and providing for the rights and remedies of the holders of

such securities in the event of such default, providing, however, that

such rights and remedies shall not be inconsistent with the general laws

of this state and other provisions of this title; and (x) any other

matters of like or different character, which in any way affect the

security and protection of the tax lien collateralized securities and

the rights of the holders thereof.

(8) Any resolution or resolutions or trust indenture or indentures

under which tax lien collateralized securities of the agency or its tax

lien entity are authorized to be issued may contain provisions for

vesting in a trustee or trustees such properties, rights, powers and

duties in trust as the agency may determine.

(9) It is the intention of the legislature that any pledge of tax

liens, earnings, revenues, other moneys or assets made by the agency or

its tax lien entity shall be valid and binding from the time when the

pledge is made; that the tax liens, earnings, revenues, other moneys or

assets so pledged and thereafter received by the agency or its tax lien

entity shall immediately be subject to the lien of such pledge without

any physical delivery thereof or further act, and that the lien of any

such pledge shall be valid and binding as against all parties having

claims of any kind in tort, contract or otherwise against the agency or

its tax lien entity irrespective of whether such parties have notice

thereof. Neither the resolution nor any other instrument by which a

pledge is created need be recorded.

(10) Neither the members of the agency nor any person executing the

tax lien collateralized securities shall be liable personally on the tax

lien collateralized securities or be subject to any personal liability

or accountability by reason of the issuance thereof.